STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • February 3rd, 2015 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
This STOCK APPRECIATION RIGHTS AGREEMENT dated as of November 18, 2014, is between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and Edward C. Grady (the “Recipient”), pursuant and subject to the Company’s 2004 Stock Incentive Plan (the “Plan”). The Company and the Recipient agree as follows:
PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENTPerformance-Based Restricted Stock Units Award Agreement • February 3rd, 2015 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Award Agreement (the “Agreement”) is entered into as of November 18, 2014 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and __________________ (“Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”). By accepting this award Recipient agrees to be bound by the terms and conditions of this Agreement.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 3rd, 2015 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a change in control of the Company.
